Marsh Forced to Stick with Sun Capital

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Marsh Forced to Stick with Sun Capital

08/04/2006

INDIANAPOLIS -- Marsh Supermarkets went to the Hamilton Superior Court to seek clarification when it was pursued by a higher bidder -- Cardinal Paragon and Drawbridge Special Opportunities Advisors LLC -- and has received the ruling that it must remain with Sun Capital, division of MSH Supermarkets Holding Corp., due to its merger agreement.

Marsh filed for a declaratory judgment in June after receiving a higher offer from Cardinal and Drawbridge, for $13.625 per share versus Sun Capital's $11.125 per share. The court decided that because of the merger agreement between Marsh and Sun Capital, Marsh may not pursue any proposals made by Cardinal or Drawbridge.

Under the agreement, Marsh is prohibited from entertaining any other offers without Sun Capital's consent. CSNews Online reported in June that Marsh requested Sun Capital to let it consider the offer from competitors Cardinal and Drawbridge, but Sun Capital rejected it.

Marsh announced in April that it accepted the offer of $11.125 per share, totaling approximately $88 million, from Sun Capital.

"We appreciate the Court's prompt response in this matter," said Chairman of the board and CEO of Marsh Supermarkets, Don E. Marsh. "We expect to file revised proxy materials with the SEC as quickly as possible so that we can call a special meeting of shareholders for next month to consider and vote on all the cash offer from MSH Supermarkets."